Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 38

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          restructure the debt.  The State of North Dakota intervened,                
          urging delay of the foreclosure sale and citing adverse economic            
          impacts from closing the plant.                                             
               By order dated May 8, 1986, the District Court denied the              
          partnership’s motion for a period of equitable redemption,                  
          concluding that it lacked authority to grant such relief where              
          the order of foreclosure had already been entered.  The District            
          Court also noted that the partnership and the partners “talk of             
          ‘redemption’, but it is apparent that ‘re-negotiation’ would be a           
          more accurate description”.  Nevertheless, the District Court               
          postponed the foreclosure sale date from May 28 to June 30, 1986,           
          to permit the notice of sale to be republished with corrected               
          property descriptions.                                                      
               The June 30, 1986, Foreclosure Sale                                    
               On June 30, 1986, the foreclosure sale was held.  The lone             
          bidder was DOE, which bid $1 billion for the partnership’s                  
          mortgaged assets.19  The U.S. Marshal filed with the District               
          Court a Marshal’s Return and Report of Sale and a Certificate               


               19 As discussed in more detail infra, certain assets                   
          necessary for operating the project were not among the                      
          partnership’s mortgaged assets but were instead owned by ANG (the           
          subsidiary of ANRC, which also owned ANR, a general partner in              
          the partnership).  As a precondition for the loan guarantee                 
          agreement, DOE had required ANRC to pledge as security all its              
          ANG stock.  Petitioner asserts, and respondent does not dispute,            
          that DOE purposefully bid less than the full amount of the $1.57            
          billion debt, intending subsequently to use the balance of the              
          debt to obtain the ANG stock.                                               





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